Kajabi Payments Terms of Service
These Terms and Conditions constitute an agreement (“Kajabi Payments Terms”) between you, as a business (the “Hero”, “you”, or “your”) and Kajabi Financial, LLC, organized under the laws of Delaware (“Kajabi Financial”, “we”, “us”, or “our”).
THESE KAJABI PAYMENTS TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO PARTICIPATE IN CLASS ACTIONS OR CLASS ARBITRATIONS. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND KAJABI FINANCIAL AGREE THAT ALL DISPUTES RELATING TO THESE KAJABI PAYMENTS TERMS OR YOUR USE OF KAJABI FINANCIAL’S PRODUCTS AND SERVICES WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION..
1. The Kajabi Payments Service.
1.1. Our Role. Kajabi Payments (“Kajabi Payments”) is a (i) payment account boarding; (ii) payment underwriting; and (iii) payment data transmission service that helps you integrate with a payment processor (the “Processor”). You hereby appoint us as your agent to deliver information and instructions on your behalf to the Processor.
Under the separate Kajabi Platform Terms of Service (the “Kajabi Platform Terms”), Kajabi, LLC (“Kajabi”) provides you with a Platform (as defined in the Kajabi Platform Terms) (collectively, the “Kajabi Platform Services”). The Kajabi Platform Terms are incorporated herein by reference. By accepting these Kajabi Payments Terms, you are also accepting them.
Neither Kajabi nor Kajabi Financial is an educational institution, content provider, bank, payment institution, or money services business. Kajabi is the supplier of the Kajabi Platform Services supplied under the Kajabi Platform Terms, and Kajabi Financial is the supplier of Kajabi Payments under these Kajabi Payments Terms.
Kajabi Financial hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use Kajabi Payments (the “License”). The License shall be for the term of these Kajabi Payments Terms only. Neither the License nor any other provision hereof shall grant any rights in Kajabi Payments, the Kajabi Platform Services, or other intellectual property rights, except the limited license set out above
1.2. The Processor. Based on your Designated Country (defined below), the “Processor” is Stripe Payments Australia Pty Ltd., organized under the laws of Australia, Stripe Payments Canada, Ltd., organized under the laws of British Columbia, Stripe Payments Europe, Ltd., or Stripe, Inc., organized under the laws of Delaware, as applicable, each of which is a technical services provider and may offer its services as an agent of one or more financial institutions in Australia, Canada, the United Kingdom, or the United States, as applicable (each, a “Financial Services Provider”). The processing and settlement of Transactions (defined below) (“Payment Processing”) is carried out by the Processor and the Financial Services Providers under the following terms, applicable based on your Designated Country (collectively, the “Processor Terms”):
By accepting these Kajabi Payments Terms, you are also accepting and agreeing to be bound by the applicable Processor Terms, which is an agreement between you and the applicable Processor.
Neither Kajabi nor Kajabi Financial is a party to the Processor Terms nor liable to you in respect thereof. By accepting these Kajabi Payments Terms and the Processor Terms, you agree to the creation of an account with the applicable Processor for Payment Processing (the “Processor Account”). We reserve the right to change any Processor at any time at our sole discretion. In the event of any inconsistency between these Kajabi Payments Terms and the Processor Terms, these Kajabi Payments Terms shall prevail, except in the event of any inconsistency between these Kajabi Payments Terms and the applicable Processor Terms concerning Payment Processing or the Processor Account, in which case such Processor Terms shall prevail.
The Processor’s role is to accept and process credit card, debit card, pre-paid card, gift card, and other types of payments (collectively “Payment Methods”) for sales of your products, offers, or services through internet-based transactions (“Transactions”).
1.3. Your Role. To utilize Kajabi Payments, you must be a business located in Australia, Canada, the United Kingdom, or the United States.
You shall not: (i) permit any third party to access Kajabi Payments, including, without limitation, your Kajabi Account on our website (“Kajabi Admin”), except as expressly permitted herein, and to carry out Transactions; (ii) create derivative works based on Kajabi Payments; (iii) copy, frame or mirror any part of the content of Kajabi Payments, other than copying or framing for your internal business purposes; (iv) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or trade secrets for any of Kajabi Payments; or, (v) access Kajabi Payments to build a competitive product or service.
You may permit your employees or independent contractors acting on your behalf and at your direction (each, an “Authorized User”) to access or use your Kajabi Admin and Kajabi Payments, provided their use is for your benefit only and remains in compliance with these Kajabi Payments Terms. You will be responsible and liable for all access and use of your Kajabi Admin and Kajabi Payments whether or not you authorized such activity.
It is your responsibility to obtain your customers’ consent to be billed for each Transaction or, as the case may be, on a recurring basis, in compliance with applicable legal requirements and Visa Europe Ltd., Visa U.S.A., Inc., Visa Canada Inc. and Visa International (collectively, “Visa”), MasterCard International Incorporated (“MasterCard”), American Express or any other applicable Card networks’ (such networks being, collectively, the “Payment Networks”) payment rules (the “Payment Network Rules”).
You are required to comply with all applicable Payment Network Rules, which are available at Visa, MasterCard, and American Express. The Payment Networks may amend the Payment Network Rules at any time and without notice to us or to you. Insofar as the terms of these Kajabi Payments terms and/or the Processor Terms are inconsistent with the Payment Network Rules, the Payment Network Rules shall prevail.
1.4. Payment Methods. Kajabi Payments supports certain Payment Methods. You assume sole and exclusive responsibility for your use of Kajabi Payments. You also assume sole and exclusive responsibility for Transactions under the Processor Terms. You are solely responsible for verifying the identity of your customers and the eligibility of a presented Payment Method used to purchase your products, offers, and services, and none of Kajabi, Kajabi Financial, our affiliates, and their respective employees, agents and service providers (each a “Kajabi Entity”) guarantees or assumes any liability for any transactions that may later be reversed, or charged back (see Section 4.5). You are solely responsible for all reversed or charged back transactions regardless of the reason for, or timing of the reversal or chargeback. Kajabi Financial or the Processor may add or remove one or more types of Payment Networks or Payment Methods, in their sole discretion, at any time, without prior notice to you.
1.5. Customer Service. Kajabi Financial will use commercially reasonable efforts to provide you with customer support to help resolve issues relating to Kajabi Payments. The Processor retains sole and exclusive responsibility for the Payment Processing of Transactions, including the settlement of funds, but Kajabi Financial will provide reasonable assistance in liaising between you and the Processor concerning the Payment Processing services. You assume sole and exclusive responsibility for providing any customer service and support to your customers for all issues related to your products, offers, and services, including, but not limited to, issues arising from the processing of Payment Methods through Kajabi Payments.
1.6. Taxes. You have sole and exclusive responsibility to determine what, if any, taxes apply to the sale of your products, offers, and services or the payments you receive in connection with your use of Kajabi Payments ("Taxes"). It is solely your responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority, whether in your customers’ jurisdictions, your jurisdiction, or elsewhere. Neither Kajabi nor Kajabi Financial is obligated to, nor will, determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority, arising from any Transaction. We retain the right, but not the obligation, at our sole discretion, to complete and file tax or related reports with tax authorities regarding Transactions in those jurisdictions where we deem such reporting necessary. You hereby indemnify and hold all Kajabi Entities harmless from and against all liability related to Taxes and filings made by any Kajabi Entity in respect thereof.
You agree to receive all tax statements in an electronic format and acknowledge that paper tax statements will not be provided. We will notify you when an electronic statement is available by posting a notice in your Kajabi Admin or emailing it to the email address listed in your Kajabi Admin.
In the event you withdraw consent with the Kajabi Platform Terms or these Kajabi Payments Terms, you will receive all electronic tax-related statements for the duration of time the agreement was authorized.
1.7. Your Customers. If prohibited by law, you will not impose any fee or surcharge on a Customer that seeks to use an eligible Payment Method. You will provide an informational slip or receipt to your customer after the Transaction that includes all information required under Payment Network Rules and applicable law.
1.8 Beta Services. From time to time, Kajabi Financial may (at its sole discretion) invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all Heroes (“Beta Services”). Beta Services may be subject to specific terms, which will be provided to you before your use of the Beta Services. Beta Services may be provided for evaluation or testing purposes only and, therefore, may contain bugs or errors and may not be as reliable as other features of Kajabi Payments. Such Beta Services and all associated conversations and materials relating thereto will be considered Kajabi confidential information. When using our Beta Services, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Kajabi Financial’s prior written consent. Kajabi Financial makes no representations or warranties that the Beta Services will function, and the Beta Services are provided AS IS. Kajabi Financial may discontinue the Beta Services at any time in its sole discretion or decide not to make the Beta Services generally available. Kajabi will have no liability for any harm or damage arising from or in connection with a Beta Service.
1.9 Security. We maintain commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding you and your customers that is stored by us from unauthorized access, accidental loss, or modification. Kajabi Financial cannot, however, guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes.
1.10 Data Security. You assume full responsibility for the security of data on your website or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security, and dissemination of any personal, financial, Card, or Transaction information (collectively, “Data", and as pertains to your customers, “Cardholder Data”). You agree that at all times you shall be compliant with applicable Payment Card Industry Data Security Standards (“PCI-DSS”) and, as applicable, the Payment Application Data Security Standards (“PA-DSS”). You agree to promptly provide Kajabi with documentation evidencing your compliance with PCI-DSS and/or PA-DSS upon request. You also agree that you will use only PCI-DSS and PA-DSS compliant service providers in connection with the storage or transmission of Card information, including a cardholder’s account number, expiration date, and CVV2. You must not store Primary Account Number or CVV2 data at any time. It is your responsibility to comply with these standards and all the Payment Network Rules. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.
1.11 Audit Right. We may require you to have a third-party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to us and, at our sole discretion, to the Processor, its Financial Services Provider, Payment Networks, and law enforcement, at your sole cost and expense.
You acknowledge that we are relying on you for direction as to the extent to which we are entitled to use, process, or share the personal data in the Cardholder Data that you provide us. Consequently, we will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instruction.
In order to provide the Payments Services, we use a variety of third party “sub-processors” that fall into many broad categories—for example, without limitation, we use sub-processors to help us: (i) protect you and Kajabi Financial from potentially risky transactions, security threats, or fraud; (ii) perform administrative tasks; (iii) deliver portions of Kajabi Payments; (iv) develop and improve our products and Kajabi Payments ; (v) generate analytics or other information relating to Kajabi Payments; and, (vi) build our technical infrastructure. By using Kajabi Payments, you consent to our use of sub-processors, which is described in more detail in our Data Processing Addendum.
1.13 Privacy of Others. You represent to us that you are in compliance with all applicable privacy laws. Additionally, you represent to us that you have obtained all necessary rights and consents under applicable law to allow us and the Processor to collect, use, retain, and disclose any Cardholder Data that you provide to, or authorize us to collect, including information that we may collect directly from you of your customers via cookies or other means and to use that data to provide Kajabi Payments.
Further, you represent that we will not be in breach of any such laws by collecting, receiving, using, and disclosing such information in connection with Kajabi Payments as described in our Privacy Notice. As between the parties to these Kajabi Payments terms, you are solely responsible for disclosing to your customers that we will collect and process their Cardholder Data in our supply of Kajabi Payments to you, and that in so doing we may transmit or possess it outside of your or their jurisdiction, and that it may be subject to disclosure as required by applicable law.
If you receive information about others, including cardholders and other customers, through the use of Kajabi Payments, you must keep such information confidential and only use it in connection with Kajabi Payments or as otherwise permitted by the subject of such information.
You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the subject thereof to do so. You may not disclose Cardholder Data to any third party other than in connection with processing a Transaction requested by your customer.
1.14 Restricted Use. You are required to obey all laws, rules, and regulations applicable to your use of Kajabi Payments. In addition to any other requirements or restrictions set forth in these Kajabi Payments Terms, you shall not: (i) utilize the credit available on any Card to provide cash advances to cardholders; (ii) submit any Transaction for processing that does not arise from your sale of goods or service to a customer; (iii) act as a payment intermediary or aggregator or otherwise resell Kajabi Payments on behalf of any third party; (iv) send what you believe to be potentially fraudulent authorizations or fraudulent Transactions; (v) use Kajabi Payments in a manner that a Payment Network reasonably believes to be an abuse of the Payment Network or a violation of the Payment Network Rules; or, (vi) work around any of the technical limitations of Kajabi Payments or Kajabi’s checkout, use any tool to enable features or functionalities that are otherwise disabled in Kajabi Payments, or decompile, disassemble, or otherwise reverse engineer Kajabi Payments, except to the extent that such restriction is expressly prohibited by law.
You further agree not to permit any third party to do any of the following: (i) access or attempt to access our systems, programs, or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute, in any way, material from us; (iii) permit any third party to use and benefit from Kajabi Payments via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any rights granted to you under these Kajabi Payments Terms; (v) work around any of the technical limitations of the Payments Services or Kajabi’s checkout, use any tool to enable features or functionalities that are otherwise disabled in Kajabi Payments, or decompile, disassemble, or otherwise reverse engineer Kajabi Payments, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of Kajabi Payments, prevent access to or use of Kajabi Payments by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or, (vii) otherwise use Kajabi Payments except as expressly allowed under this Section 1.14.
1.15 Suspicion of Unauthorized or Illegal Use. We reserve the right to not provide Kajabi Payments for any Transaction that we believe, at our sole discretion, violates these Kajabi Payments Terms, any other Kajabi, Kajabi Financial or Processor agreement, or exposes you, any Kajabi Entity, the Processor, or any other third party to actual or potential risk or harm, including, but not limited to, fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your Transactions, or your Kajabi Payments Account.
1.16 Disclosures & Notices. You agree that Kajabi can provide disclosures and notices, including tax forms, that we deem appropriate regarding Kajabi Payments to you by posting such disclosures and notices in your Kajabi Admin, emailing them to the email address listed in your Kajabi Account, or mailing them to the address listed in your Kajabi Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you immediately after it is posted to your Kajabi Admin or emailed to you, unless we receive notice that the email was not delivered.
2. Getting a Kajabi Payments Account.
2.1. Registration. Kajabi Payments is only available to persons in Australia, Canada, the United Kingdom, and the United States that operate a business selling products, offers, and services. You may not use Kajabi Payments for non-commercial, personal, family, or household purposes. To use Kajabi Payments for your business, you are required to register for a Kajabi Payments account (“Kajabi Payments Account”). When you register for a Kajabi Payments Account, we will collect information such as your name, your business or trade name (if you are not a sole proprietor), your address, email, phone number, business identification or registration number, and other information we may require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners or principals. You consent to the exchange of your information between your Account established under the Kajabi Platform Terms and your Kajabi Payments Account established under these Kajabi Payments Terms. We will commingle such accounts and refer to them together in these Kajabi Payments Terms as the “Kajabi Payments Account”.
You may register for Kajabi Payments as an individual (sole proprietor) or as a legal entity (e.g. corporation, limited liability company, etc.). If you register as a legal entity, you must be authorized to act on behalf of such entity, have the authority to bind the entity to these Kajabi Payments Terms, and agree to these Kajabi Payments Terms on behalf of such entity. The term “Hero”, “you” or “your” will mean you as an individual (if you are a sole proprietor), or a legal entity (if you have registered as a legal entity). You understand that by registering for a Kajabi Payments Account, you are also registering for a Processor Account under the applicable Processor Terms and that you are simultaneously providing your information to us to open a Kajabi Payments Account, and to the Processor to establish your Processor Account
2.2. Company Descriptions and Site URL. As part of your registration, you must provide the name under which you do business (which may be the business' legal name or a “doing business name”) and a billing descriptor. These two fields and your site URL may appear in your customers’ credit or debit card statements. To avoid customer confusion and transaction disputes it is important that you enter a description that clearly identifies your business. You hereby agree to indemnify all Kajabi Entities from any costs, liabilities, losses, or expenses from disputes due to your failure to do so.
2.3. Verification & Underwriting. To verify your identity, we may require additional information, including your company registration number or business number, your HST, GST, or tax number, and, if applicable, your date of birth. We may also ask for additional information to help verify your identity and assess your business risk, including, but not limited, to business invoices, reseller authorization or distributor information, a driver’s license or other government issued identification, or business license, for you or for any of the owners or principals of your business. We may ask you for your financial statements. We may request your permission to examine books and records that pertain to your compliance with this Agreement. Your failure to comply with any of these requests within one (1) business day may result in suspension or termination of your Kajabi Payments Account and the Processor Account. We reserve the right to hold funds in your Kajabi Payments Account while awaiting the information requested above. We may use your information to apply for card merchant acquiring accounts on your behalf with certain Payment Networks (such as American Express). After we have collected and verified all your information, we will review your account and determine if you are eligible to use Kajabi Payments (at our sole discretion). We will notify you about changes to your eligibility to use of Kajabi Payments.
You authorize us to retrieve information about you by using third parties, including credit bureaus and other information providers. You acknowledge that such information retrieved may include your name, address history, credit history, identity, and other data about you. In addition, you authorize us to contact your Customers at any time to verify Transactions and mitigate or address potential fraud and disputes. We may periodically update any of this information to determine whether you continue to meet the eligibility requirements for a Kajabi Payments Account.
You agree that Kajabi Financial is permitted to contact and share information about you and your application (including whether you are approved or declined), your Kajabi Payments Account, and the Processor Account with the Processor and other third parties to provide Kajabi Payments. This includes sharing information: (i) about Transactions for regulatory or compliance purposes; (ii) for use in connection with the management and maintenance of Kajabi Payments; (iii) to create and update our and their customer records about you, and to assist us and them in better serving you; and (iv) to conduct our and their risk management process.
2.4. Designated Country. In registering for a Kajabi Payments Account, you are obliged to identify the country from where you are operating the business that will use Kajabi Payments (your “Designated Country”). By registering for a Kajabi Payments Account, you are confirming that you are either a legal resident of Australia, Canada, the United Kingdom, or the United States or you are duly established and, if necessary, registered or licensed as a business entity authorized to conduct business in Australia, Canada, the United Kingdom, or the United States.
2.5. Prohibited Businesses. You must comply with Kajabi’s Acceptable Use Policy at all times. In addition, the following categories of businesses and business practices are prohibited from using Kajabi Payments (“Prohibited Businesses”). The types of businesses listed below are representative but not exhaustive. If you are uncertain as to whether your business is a Prohibited Business or have questions about how these requirements apply to you, please contact email@example.com. We may add to or update the Prohibited Business list at any time without notice to you.
- Adult Content & Services - Pornography and other obscene materials depicting nudity or explicit sexual acts; sites offering any sexually-related services such as prostitution, escorts, pay-per-view, adult live chat features; sexually oriented items (e.g., adult toys); adult video stores and sexually oriented massage parlors; gentleman’s clubs, topless bars, and strip clubs; sexually oriented dating services
- Aggregation - Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds; payment facilitation
- Counterfeit or Unauthorized Goods - Counterfeit goods; unauthorized sale or resale of a brand name or designer products or services; any sale of goods or services that are illegally imported or exported
- Credit & Investment Services - Securities; debt reduction services; credit counseling or repair; investment services; real estate opportunities; lending instruments
- Drug Paraphernalia - Any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs
- Gambling - Lotteries; bidding fee auctions; sports forecasting or odds making for a monetary or material prize; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance including legal or illegal forms of gambling, internet gambling, sweepstakes and contests with a buy-in or cash prize; charity sweepstakes and raffles for the explicit purpose of fundraising
- High-Risk Businesses - Remote technical support; essay mills; chain letters; door-to-door sales; medical benefit packages; telemedicine and telehealth services; travel reservation services and clubs; airlines; cruises; timeshares; circumvention, jamming, and interference devices; prepaid phone cards, phone services; telemarketing, offering substantial rebates or special incentives as an inducement to purchase products, offers, or services; telecommunications manipulation equipment; forwarding brokers; negative response marketing; subscriptions over one year; extended warranties; government grants; embassy, foreign consulate, or other foreign governments; charities without proper registration; credit card and identity theft protection; the use of credit to pay for lending services; any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies
- Intellectual Property or Proprietary Rights Infringement - Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; any product or service that directly infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party; use of Kajabi intellectual property without express consent from Kajabi; use of the Kajabi name or logo, including use of Kajabi trade or service marks without express consent from Kajabi, or in a manner that otherwise harms Kajabi or the Kajabi brand; any action that implies an untrue endorsement by or affiliation with Kajabi
- Legal & Money Services - Financial institutions, money transmitters, and money services businesses, check cashing, wire transfers, money orders; currency exchanges or dealers; bill-pay services; crowdfunding; insurance; bail bonds; collections agencies; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm (e.g., firms cannot use the Processor to hold client funds, collection or settlement amounts, disputed funds, etc.)
- Multi-Level Marketing - Pyramid schemes network marketing and referral marketing programs
- No-Value-Added Services - Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine at our sole discretion to be unfair, deceptive, or predatory towards consumers
- Pay-to-Remove Sites - Platforms that facilitate the publication and removal of content (such as photos), where the primary purpose of posting such content is to cause or raise concerns of reputational harm
- Regulated or Illegal Products, Offers, or Services - Cannabis dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online pharmacies; prescription-only products including card-not-present pharmaceuticals; peptides and research chemicals; fake references or ID-providing services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products, offers, and services with varying legal status on a state-by-state basis; goods or services, the sale of which is illegal under applicable law in the jurisdictions to which your business is targeted or directed
- Sanctions - Use of Kajabi Payments or use of Kajabi Payments in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including any person/entity on government sanctions lists
- Social Media Activity - Sale of Twitter followers, Facebook likes, YouTube views, Instagram followers, and other forms of social media activity
- Substances Designed to Mimic Illegal Drugs - Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)
- Unsanctioned or Prohibited Use - Use of Kajabi Payments principally as a virtual terminal (e.g., submitting card transactions by manually inputting card information); processing where there is no bona fide good or service sold, or donation accepted; card testing; evasion of card network chargeback monitoring programs; cross-border acquiring; sharing cardholder information with another merchant for payment cross-sell product or service
- Unsubstantiated Guarantees - Investment opportunities or other services that promise unsubstantiated high rewards
- Unsubstantiated Health Claims - Nutraceuticals, pseudo-pharmaceuticals, pseudo-diagnosis, and other products, offers, or services that make health claims that have not been approved or verified by the applicable local and/or national regulatory body
- Video Game or Virtual World Credits - Sale of in-game currency unless the merchant is the operator of the virtual world
- Violence - Any business or organization that a. engages in, encourages, promotes, or celebrates unlawful violence or physical harm to persons or property, or b. engages in, encourages, promotes, or celebrates unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristic
- Virtual Currency - Virtual currency that can be monetized, resold, or converted to physical or digital products, offers, and services or otherwise exit the virtual world (e.g., Bitcoin); cryptocurrency mining equipment; initial coin offerings; digital wallets, sale of stored value or credits maintained, accepted and issued by anyone other than the seller
2.6. Change of Business. You agree to give us at least thirty (30) days’ prior notification of your intent to change your current product, offer, or service types, your business or trade name, or how you accept payment.
You agree to provide us with prompt notification within three (3) days if you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, bankruptcy, or similar action or proceeding initiated by or against you or any of your principals (any of the foregoing, a “Bankruptcy Proceeding”). You also agree to promptly notify us within three (3) days of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of twenty-five percent (25%) or more of your total assets, or any change in the control or ownership of you or your parent entity. You will also notify us within three (3) days of any judgment, writ, warrant of attachment or execution, or levy against twenty-five percent (25%) or more of your total assets.
You will include us on the list and matrix of creditors as filed with any bankruptcy, commercial or civil court in connection with any Bankruptcy Proceeding, whether or not a claim may exist at the time of filing. Failure to do so will be cause for immediate termination of these Kajabi Payments Terms and shall allow the pursuit of any other action available to us under the applicable Payment Network Rules or the law.
3. Processing Card Transactions & Receiving Your Funds.
3.1. Kajabi Payments Fees. You agree to pay the fees for Kajabi Payments indicated in your Kajabi Admin, posted on Kajabi’s website, or otherwise mutually agreed between you and Kajabi Financial in a writing signed by us, which are incorporated herein by reference (the "Processing Fees"). Processing Fees shall be collected from you by the Processor on our behalf per the terms of the applicable Stripe Connected Account Agreement based on your Designated Country.
Fees for Kajabi Platform Services are collected by Kajabi under the Kajabi Platform Terms (the "Kajabi Platform Services Fees", together with the Processing Fees, “Fees”).
You are obligated to pay all applicable taxes, fees, and other charges imposed by any governmental authority, including, without limitation, any value-added tax, goods and services tax, harmonized sales tax, and/or provincial or territorial sales tax, on Kajabi Payments. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.
We reserve the right to change the Fees at any time, subject to a thirty (30) day notice period to you per Section 1.16. If you continue to use Kajabi Payments, you will be deemed to have accepted the change in Fees.
In addition to the Fees, you are also responsible for any penalties and fines imposed on you or us by any bank, money services business, payment network, financial institution, or other financial intermediary resulting from your use of Kajabi Payments in a manner not permitted by these Kajabi Payments Terms or by such financial intermediary’s rules and regulations.
3.2. Security Interest. As security for the performance of your obligations under these Kajabi Payments Terms, you grant us a first priority lien and security interest in any funds processed using Kajabi Payments or deposited in any bank account associated with your Kajabi Payments Account. These security interests and liens will secure payment and performance of all of your obligations under these Kajabi Payments Terms and any other agreements now existing or later entered into between us and you. You will execute, deliver and pay the fees for any documents we request to create, perfect, maintain, and enforce this security interest.
3.3. Our Collection Rights. To the extent permitted by law, we may collect any obligations you owe us under these Kajabi Payments Terms by requesting that the Processor deduct the corresponding amounts from your Reserve (defined below) or from funds payable to you arising from the settlement of Transactions. Fees will be assessed at the time a Transaction is processed and will be first deducted from the funds received for such Transaction. If these amounts are not sufficient to meet your obligations to us, we may charge the payment method associated with your Kajabi Payments Account for any amounts owed to us. Your failure to fully pay the amounts that you owe us on demand will be a breach of these Kajabi Payments Terms. You will be liable for our costs associated with collection in addition to the amount owed, including, without limitation, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
Further, we may deduct, or request that the Processor deduct, from any accounts associated with your Kajabi Payments Account any amounts that you owe to us under these Kajabi Payments Terms or any other agreement you have entered into with us or our affiliates.
Additionally, we may require a personal guarantee from a principal of a business for funds owed under these Kajabi Payments Terms. If we require a personal guarantee we will specifically inform you in advance.
In addition to the amount due, delinquent accounts may be charged with fees that are incidental to the collection of delinquent accounts and chargebacks, including, but not limited to, collection fees and convenience fees, and other third-party charges.
You hereby explicitly agree that all communication about delinquent accounts will be made by electronic mail or by phone, as provided to Kajabi Financial by you. Such communication may be made by Kajabi Financial or by anyone on its behalf, including, but not limited to, a third-party collection agent.
3.4. Reserves. Funds held in reserves are amounts of money set aside to cover chargebacks, refunds, or other payment obligations under these Kajabi Payments Terms (“Reserve”). We, at our sole discretion, will set the terms of your Reserve and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for a Transaction are held for a period of time, or that additional amounts are held in the Reserve. We, in our sole discretion, may elect to change the terms of the Reserve at any time, for any reason.
We may require you to fund the Reserve by means of: (i) any funds payouts made or due to you for Transactions submitted to Kajabi Payments; or, (ii) amounts available in your bank account by means of ACH debit to your Kajabi Payments Account; or, (iii) other sources of funds associated with your Kajabi Payments Account; or, (iv) requesting that you provide funds to us for deposit to the Reserve. In accordance with the Processor Terms you authorize us to debit your bank account without separate notice, and according to the applicable User Bank Account Debit Authorization (as defined in the Processor Terms), to collect amounts you owe under this Agreement.
You agree that: (i) you are not entitled to any interest or other compensation associated with the funds held in the Reserve; (ii) you have no right to the Reserve; (iii) you have no legal interest in those funds or the Reserve; and (iv) you may not assign any interest in those funds or the Reserve.
3.5. Contesting Chargebacks. You or Kajabi may elect to contest chargebacks assessed to your Kajabi Payments Account. Kajabi Financial may provide you with assistance, including notifications and software to help contest your chargebacks. We do not assume any liability for our role or assistance in contesting chargebacks. We reserve the right, upon notice to you, to charge a fee for mediating or investigating chargeback disputes.
You permit us to share records or other information required with the cardholder, the cardholder’s financial institution, and your financial institution to help resolve any chargeback. You acknowledge that your failure to provide us with complete and accurate information promptly may result in an irreversible chargeback being assessed.
If the cardholder’s issuing bank or the Payment Network does not resolve a dispute in your favor, we may recover the chargeback amount and any associated fees from you as described in these Kajabi Payments Terms.
4. Termination & Other General Legal Terms.
4.1 Term. These Kajabi Payments Terms are effective upon the date you agree to them (by electronically indicating acceptance) and continue so long as you use Kajabi Payments or until terminated by you or Kajabi Financial.
4.2. Termination. You may terminate these Kajabi Payments Terms by closing your Kajabi Payments Account at any time through your Kajabi Admin. We may terminate these Kajabi Payments Terms and close your Kajabi Payments Account at any time, for any reason, in our sole discretion, upon notice to you per Section 1.16. We may suspend your Kajabi Payments Account and your access to Kajabi Payments and any rights in respect of your Kajabi Payments Account, or terminate these Kajabi Payments Terms, at any time, for any reason, including if: (i) we determine that you may be ineligible for Kajabi Payments because of the risk associated with your Kajabi Payments Account, including, without limitation, significant credit or fraud risk, or for any other reason; (ii) you do not comply with any of the provisions of these Kajabi Payment terms or the Processor Terms; or, (iii) upon request of the Payment Network, the Processor, or a card issuer. Termination of the Processor Terms may, in our sole discretion, result in a termination of these Kajabi Payments Terms. Termination of these Kajabi Payments Terms shall entitle Kajabi to cause the Processor to terminate the Processor Terms.
If the Processor terminates the Processor Terms or indicates its intention to do so, or if you elect to cease processing with such Processor, we have the right, but not the obligation, to offer you a substitute payment processor that is integrated with your Kajabi Payments Account. Upon your acceptance of the terms of service of any such substitute payment processor, they shall be deemed to have replaced the Processor contemplated herein, provided that your liabilities to the Processor herein shall not be diminished on account of accepting the terms of the substitute payment processor.
4.3. Effects of Termination. Upon termination and closing of your Kajabi Payments Account, we will immediately discontinue your access to Kajabi Payments. You agree to complete all pending Transactions, immediately remove all logos associated with the Payment Networks, and stop accepting new Transactions through Kajabi Payments. You will not be refunded the remainder of any Fees that you have paid for Kajabi Payments Payments if your access to or use of Kajabi Payments is terminated or suspended. Any funds in the Financial Services Provider’s custody will be paid out to you subject to the terms of your Payout Schedule (as defined in the Processor Terms).
Termination does not relieve you of your obligations as defined in these Kajabi Payments Terms, and the Processor may elect to continue to hold any funds deemed necessary, pending resolution of any other terms or obligations defined in these Kajabi Payments Terms, including, but not limited to, chargebacks, fees, refunds, or other investigations or proceedings.
Termination of these Kajabi Payments Terms will not necessarily terminate your Kajabi Platform Terms, unless Kajabi determines otherwise.
Upon termination you agree: (i) to immediately cease your use of Kajabi Payments; (ii) to discontinue use of any Kajabi or Processor trademarks and to immediately remove any Kajabi or Processor references and logos from your website and/or physical location, if applicable; (iii) that the license granted under these Kajabi Payments Terms shall end; (iv) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (v) that we will not be liable to you for compensation, reimbursement, or damages in connection with your use of Kajabi Payments, or any termination or suspension of Kajabi Payments, or deletion of your information or account data; and, (vi) that you will still be liable to us for any fees or fines, or other financial obligation incurred by you or through your use of Kajabi Payments prior to termination.
4.4 Ownership. Kajabi Payments is licensed and not sold. We reserve all rights not expressly granted to you in these Kajabi Payments Terms. Kajabi Payments are protected by copyright, trade secret, and other intellectual property laws. We own the title, copyright, and other worldwide patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction (“Intellectual Property Rights”) in Kajabi Payments and all copies of Kajabi Payments. These Kajabi Payments Terms do not grant you any rights to our Intellectual Property Rights.
You may choose to, or we may invite you to submit comments or ideas about Kajabi Payments, including, without limitation, about how to improve Kajabi Payments or our products (“Ideas”). By submitting any Ideas you agree that your disclosure is gratuitous, unsolicited and without restriction, and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.
4.5 Your Liability and Indemnification Concerning Liabilities. Nothing in these Kajabi Payments Terms shall serve to diminish your liability under the Processor Terms or Kajabi Platform Terms. You are obliged to fulfill your obligations under these Kajabi Payments Terms and those under the Processor Terms and Kajabi Platform Terms.
Kajabi Financial has agreed to indemnify and hold the Processor harmless for some, and, in some cases, all of your liabilities occurring under the Processor Terms, including, but not limited to, disputes (including, but not limited to, chargebacks), refunds, reversals, returns and fines (as such terms are defined in the Processor Terms). Insofar as Kajabi Financial becomes liable to the Processor or any other third party for any penalties, fines, fees, or other liabilities under or in respect of the Processor Terms, Kajabi Payments, or the Payment Network Rules, you agree to indemnify and hold Kajabi harmless from and against any and all such liabilities.
You agree to indemnify and defend all Kajabi Entities against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against any Kajabi Entity, and you agree to fully reimburse the Kajabi Entities for any Claims that result from: (i) your breach of any provision of these Kajabi Payments Terms; (ii) any fees, fines, penalties, disputes, reversals, returns, chargebacks (as such terms are defined in the Processor Terms), or any other liability we incur that results from your use of Kajabi Payments; (iii) negligent or willful misconduct of your owners, employees, contractors, or agents; (iv) contractual or other relationships between you and your customers; or, (v) third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions, including, but not limited to, indemnification of the Processor or any Payment Network.
We will have the final decision-making authority with respect to Claims, including, without limitation, claims for refunds for purchased items that are filed with us by you or your customers. You will be required to reimburse us for your liability. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases you may not receive the item back). You will not receive a refund of any Fees paid to us.
If you are liable for any amounts owed to us, we may immediately remove such amounts from your Reserve and deduct the amounts owed to us from such Reserve funds. If you do not have sufficient funds in the Reserve to cover your liability, you will be required to immediately add additional funds to your Reserve to cover funds owed to us. If you do not do so, we may engage in collections efforts to recover such amounts from you at your cost and expense.
4.6 Your Representations, Warranties and Covenants. You represent and warrant to us that: (i) if you are a sole proprietor, you are at least eighteen (18) years of age or, if you are a corporation or other entity, that the person entering into this Agreement on your behalf is at least eighteen (18) years of age, is authorized to act on your behalf, and has the authority to bind you to this Agreement; (ii) you are eligible to register and use Kajabi Payments and have the right, power, and ability to enter into and perform under these Kajabi Payments Terms; (iii) the name identified by you when you registered is your name or business name under which you sell products, offers, and services and the information that you have provided to us is accurate and complete; (iv) you are not a member of an organized crime group, a party who has been a member of an organized crime group in the past five years, a quasi-member of an organized crime group, a corporate racketeer, or other similar party, nor are any of your officers or employees a member of the foregoing; and, (v) you will not carry out, nor use a third party to carry out, any of the following unlawful acts: (a) the act of making violent demands; (b) the act of making unreasonable demands exceeding legal responsibilities; (c) the act of using threatening behavior or violence in relation to a transaction; (d) the act of spreading rumors, using fraudulent means, or using force to harm the other party’s reputation or obstruct the party’s business; (e) the act of selling products for the purpose of money laundering; (f) the act of using a Card held by you for a sale without reasonable grounds or another act similar to those set forth in (a) through (f).
You hereby covenant to us that: (i) any Transactions submitted by you will represent a bona fide sale by you; (ii) any Transaction submitted by you will accurately describe the products, offers, and services sold and delivered to a customer; (iii) you will fulfill all of your obligations to each customer for which you submit a Transaction and will resolve any disputes or complaints directly with your customers; (iv) you and all Transactions initiated by you will comply with all applicable laws, rules, and regulations applicable to your business, including, but not limited to, any applicable tax laws and regulations; (v) except in the ordinary course of business, no Transaction submitted by you through Kajabi Payments will represent a sale to any principal, partner, proprietor, or owner of your entity; (vi) you will not use Kajabi Payments, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Payments Services; and, (vii) any information you provide to us will be accurate and complete.
4.7. NO WARRANTIES. KAJABI PAYMENTS AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS" AND “AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF KAJABI PAYMENTS IS AT YOUR OWN RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH KAJABI PAYMENTS OR FROM: (I) ANY KAJABI ENTITY; (II) THE PROCESSOR, SUPPLIERS OR LICENSORS OF ANY KAJABI ENTITY OR THE PROCESSOR; OR, (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE “DISCLAIMING ENTITIES" AND INDIVIDUALLY, A “DISCLAIMING ENTITY”), WILL CREATE ANY WARRANTY. YOU SPECIFICALLY ACKNOWLEDGE THAT WE DO NOT HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH KAJABI PAYMENTS, AND WE CANNOT ENSURE THAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR ARE AUTHORIZED TO DO SO.
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT: (I) THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH KAJABI PAYMENTS IS ACCURATE, RELIABLE OR CORRECT; (II) KAJABI PAYMENTS WILL MEET YOUR REQUIREMENTS; (III) KAJABI PAYMENTS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (IV) KAJABI PAYMENTS WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (V) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR, (VI) KAJABI PAYMENTS IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF KAJABI PAYMENTS IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.
THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH KAJABI PAYMENTS, OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER ANY KAJABI ENTITY, THE PROCESSOR, NOR THE FINANCIAL SERVICES PROVIDER WILL BE A PARTY TO, OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
4.8 Limitation of Liability & Damages. IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED ABOVE) BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THESE KAJABI PAYMENTS TERMS OR KAJABI PAYMENTS, INCLUDING, WITHOUT LIMITATION, THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF KAJABI PAYMENTS. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF KAJABI PAYMENTS OR YOUR KAJABI PAYMENTS ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF KAJABI PAYMENTS; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH KAJABI PAYMENTS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM KAJABI PAYMENTS; (IV) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH KAJABI PAYMENTS; (V) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH KAJABI PAYMENTS; AND/OR (VI) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION 4.8, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES, AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE LESSOR OF EITHER (1) THE AMOUNT OF FEES PAID BY YOU TO KAJABI DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (2) ONE HUNDRED U.S. DOLLARS ($100).
THIS LIMITATION OF LIABILITY SECTION 4.8 APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF SHOPIFY OR THE PROCESSOR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE PROVISIONS OF THIS SECTION 4.8 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Payments Services are controlled and operated from facilities in the United States. We make no representations that the Payments Services are appropriate or available for use in other locations. Those who access or use the Payments Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States, foreign and local laws and regulations, including, but not limited to, export and import regulations. You may not use the Payments Services if you are a sanctioned individual or legal entity or a resident of a sanctioned country embargoed by Australia, Canada, the United Kingdom, or the United States.
4.9 Disputes, Choice of Law, Jurisdiction, Venue & Miscellaneous. If you have a concern, we want the opportunity to address it without needing a formal legal case. Before filing a claim against Kajabi, you agree to try to resolve the dispute informally by contacting firstname.lastname@example.org. We’ll try to resolve the dispute informally by contacting you via email.
You and Kajabi Financial agree that any judicial proceeding to resolve claims relating to these Kajabi Payments Terms or Kajabi Payments will be brought in the federal or state courts of Orange County, California, subject to the mandatory arbitration provisions below. Both you and Kajabi Financial consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, a member state of the European Union) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn’t affect those requirements.
IF YOU’RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:
- We Both Agree to Arbitrate. You and Kajabi Financial agree to resolve any claims relating to these Kajabi Payments Terms or Kajabi Payments through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising from or relating to the interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity.
- Opt-out of Agreement to Arbitrate. You may decline these arbitration terms with respect to these Kajabi Payments Terms within thirty (30) days of first registering your Kajabi Payments Account by contacting us at email@example.com.
- Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, Orange County, CA, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. The AAA Rules and Forms are available online at www.adr.org, or by calling the AAA at 1-800-778-7879.
- Exceptions to Agreement to Arbitrate. Either you or Kajabi Financial may assert claims, if they qualify, in small claims court in Orange County, CA, or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Kajabi Payments or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Orange County, California to resolve your claim.
- NO CLASS ACTIONS. You may only resolve disputes with us individually. You may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed. If this specific paragraph is held unenforceable, then this “Mandatory Arbitration Provisions” paragraph will be deemed void.
These Kajabi Payments Terms will be governed by California law except for its conflicts of laws principles.
4.10 Right to Amend. We have the right to change or add to the terms of these Kajabi Payments Terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of Kajabi Payments or software with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice in your Kajabi Admin, or any other website maintained or owned by us for the purposes of providing services in terms of Kajabi Payments. Any use of Kajabi Payments after our publication of any such changes shall constitute your acceptance of these Kajabi Payments Terms as modified.
4.11 Assignment. These Kajabi Payments terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.
4.12 Parties. These Kajabi Payments Terms binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition), or any permitted assigns.
4.13 Force Majeure. No party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Sections 3.1 or 4.5, including, without limitation, for reversals, chargebacks, claims, fines, fees, refunds or unfulfilled products and services.
4.14 Entire Agreement and Remedies. These terms and conditions, and all policies and procedures that are incorporated herein by reference, constitute the entire agreement between you and Kajabi Financial with respect to the provision of Kajabi Payments. Except as otherwise set out herein, in the event of a conflict between these Kajabi Payments Terms and any other Kajabi or Processor agreement or policy, these Kajabi Payments Terms shall prevail on the subject matter of these Kajabi Payments Terms. If any provision of these Kajabi Payments (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
These Kajabi Payments Terms have been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of these Kajabi Payments Terms. The rights conferred upon us in these Kajabi Payments Terms are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity. Rather, each and every right we may have under these Kajabi Payments Terms, at law or in equity, is cumulative and concurrent, and in addition to every other right.
4.15 Survival. In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of these Kajabi Payments Term, the following sections survive and remain in effect in accordance with their terms upon the termination of these Kajabi Payments Terms: Sections 1.3 Your Role; 1.4 Payment Methods; 1.6 Taxes; 1.9 Security; 1.10 Data Security; 1.11 Audit Right; 1.12 Privacy; 1.13 Privacy of Others; 1.14 Restricted Use; 1.15 Suspicion of Unauthorized or Illegal Use; 1.16 Disclosures and Notices; 3 Processing Card Transactions & Receiving Your Funds; and, 4 Termination and Other General Legal Terms.